Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
HR > SEC Filings for HR > Form 8-K/A on 20-Jan-2009All Recent SEC Filings

Show all filings for HEALTHCARE REALTY TRUST INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for HEALTHCARE REALTY TRUST INC


20-Jan-2009

Completion of Acquisition or Disposition of Assets


Item 2.01 Completion of Acquisition or Disposition of Assets
This Current Report on Form 8-K/A (the "Amendment") amends and supplements the Current Report on Form 8-K filed by Healthcare Realty Trust Incorporated (the "Company") on December 31, 2008, in which the Company reported the completion of its acquisition of 15 medical office buildings from the Charlotte-Mecklenburg Hospital Authority and certain of its affiliates (collectively, "CHS"), as described more fully below. This Amendment is being filed to include the historical financial statements and pro forma financial information described in Items 8.01 and 9.01 below which are incorporated by reference herein. Item 8.01. Other Events
On December 29, 2008, HR of Carolinas, LLC, a subsidiary of the Company, acquired a portfolio of 15 medical office buildings from CHS for $162.1 million, including ground lease prepayments of $8.3 million (the "CHS Properties"). The portfolio includes nearly 765,000 square feet of on- and off-campus properties which are located in or around Charlotte, North Carolina and are over 90% occupied. CHS signed approximately 75 leases at closing, representing approximately 71% of the rentable square feet in the portfolio. These CHS leases have staggered lease terms with a weighted average term of approximately 10 years. The weighted average remaining lease term for the non-CHS portion of leased space is five years. CHS is the third largest public health system in the United States and owns, leases and manages approximately 23 hospitals, and operates facilities with approximately 5,000 patient beds.
In November 2008 and January 2009, pursuant to purchase and sale agreements executed in September 2008, the Company acquired the remaining interests in two joint ventures, which own six on-campus buildings in Washington and Oregon, for approximately $18.6 million (the "Unico Properties"). At September 30, 2008, the Company had a $10.8 million net equity investment in the two joint ventures and accounted for its investments under the equity method. With the acquisitions, the Company owns 100% of the membership interest in the joint ventures, including the joint ventures' outstanding debt of approximately $62.2 million which has a weighted average interest rate of 5.8% and maturities beginning in 2015. In connection with the acquisitions, the Company entered into an agreement to sell one of the six buildings in the first quarter of 2009 for approximately $5.4 million, plus the assumption of debt ($5.5 million at December 31, 2008). The remaining five buildings include approximately 293,000 square feet and are approximately 99% occupied with lease expirations ranging from 2013 through 2028.
In accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission, the Company is providing combined historical statements of revenues and certain direct operating expenses of the properties discussed above, which represents a majority of the real estate properties acquired by the Company during the fiscal year ending December 31, 2008 or probable to be acquired. The audited combined historical statements of revenues and certain direct operating expenses are not necessarily representative of the entire results of the properties for the periods presented as certain expenses as described in the notes thereto have been excluded, and may not be indicative of future operations.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.

(1) Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the CHS Properties. The CHS Properties were acquired from unrelated third parties. The Company is not aware, after reasonable inquiry, of any material factors relating to the operations of the CHS Properties, other than as disclosed herein, that would cause the reported historical financial


information not to be necessarily indicative of future operating results. Material factors considered by the Company relating to the operations of the properties in assessing the acquisition of the CHS Properties are described elsewhere in this Current Report of Form 8-K.

(i) Report of Independent Auditors.
(ii) Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the Year Ended December 31, 2007 and the Nine Months Ended September 30, 2008 and 2007 (unaudited).
(iii) Notes to Combined Historical Statements of Revenues and Certain Direct Operating Expenses.
(2) Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the Unico Properties.

(i) Report of Independent Auditors.
(ii) Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the Years Ended December 31, 2007 and 2006 and the Period from April 6, 2005 to December 31, 2005 and for the Nine Months Ended September 30, 2008 and 2007 (unaudited).
(iii) Notes to Combined Historical Statements of Revenues and Certain Direct Operating Expenses.
(b) Pro Forma Financial Information.

(1) Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company.
(2) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Company as of September 30, 2008.
(3) Unaudited Pro Forma Condensed Consolidated Statement of Income for the Company for the nine months ended September 30, 2008.
(4) Unaudited Pro Forma Condensed Consolidated Statement of Income for the year ended December 31, 2007.
(5) Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company.
(d) Exhibits

99.1 Consent of Independent Registered Public Accounting Firm.
99.2 Consent of Independent Registered Public Accounting Firm.


(a) Financial Statements of Businesses Acquired.

CHS Properties Combined Historical Statements of Revenues and Certain Direct Operating Expenses For the Year ended December 31, 2007 and the Nine Months ended September 30, 2008 and 2007 (unaudited)


Report of Independent Auditors Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited the accompanying Combined Historical Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2007 of the 15 medical office buildings (the "Properties") acquired pursuant to the purchase agreement dated November 4, 2008 between HR of Carolinas, LLC, an affiliate of Healthcare Realty Trust Incorporated, and The Charlotte-Mecklenburg Hospital Authority and certain of its affiliates. This financial statement is the responsibility of The Charlotte-Mecklenburg Hospital Authority management. Our responsibility is to express an opinion on the financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of The Charlotte-Mecklenburg Hospital Authority's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statement was prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission as described in Note 2 and is not intended to be a complete presentation of the Properties' revenues and expenses.
In our opinion, the Combined Historical Statement of Revenues and Certain Direct Operating Expenses referred to above presents fairly, in all material respects, the revenues and certain direct operating expenses described in Note 2 to the financial statement for the year ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. /s/BDO Seidman, LLP
Nashville, Tennessee
January 16, 2009


                                 CHS Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses

                    For the Year ended December 31, 2007 and
         the Nine Months ended September 30, 2008 and 2007 (unaudited)

                             (Dollars in thousands)

                                                                                         For the                 For the
                                                                  For the              Nine Months             Nine Months
                                                                Year Ended                Ended                   Ended
                                                               Dec. 31, 2007          Sept. 30, 2008          Sept. 30, 2007
                                                                                       (unaudited)             (unaudited)
Revenues:
Rental income                                                  $      8,752           $       8,923           $       6,061
Other rental revenue                                                     63                      44                      50


Total revenues                                                        8,815                   8,967                   6,111

Certain direct operating expenses:
Utilities                                                               980                     932                     685
General and administrative                                            1,831                   1,524                   1,253
Repairs and maintenance                                                 372                     302                     241


Total certain direct operating expenses                               3,183                   2,758                   2,179


Revenues in excess of certain direct operating expenses        $      5,632           $       6,209           $       3,932

See accompanying notes to combined financial statements.


CHS Properties Notes to Combined Historical Statements of Revenues and Certain Direct Operating Expenses

(Dollars in thousands)

(1) Business

The portfolio of 15 medical office buildings (the "Properties") acquired from The Charlotte-Mecklenburg Hospital Authority (d/b/a Charlotte HealthCare System) and certain of its affiliates (collectively, "CHS") includes on and off campus properties which are located in or around Charlotte, North Carolina.

(2) Basis of Presentation

The accompanying Combined Historical Statements of Revenues and Certain Direct Operating Expenses have been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and are not intended to be a complete presentation of the Properties' revenues and expenses. The financial statements have been prepared on the accrual basis of accounting and require management of the Properties to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

(3) Unaudited Interim Information

In the opinion of CHS's management, all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation (in accordance with Basis of Presentation as described in Note 2) have been made to the accompanying unaudited amounts for the nine months ended September 30, 2008 and 2007.

Costs such as depreciation, amortization, and professional fees are excluded from the financial statements. Property taxes have also been excluded from the financial statements as CHS has historically been exempt from property taxes on most of these properties in Mecklenburg County, North Carolina. CHS had a contract in place for property management services and these expenses have also been excluded from the financial statements.

(4) Revenues

The Properties contain medical office space occupied under various lease agreements with tenants. All leases are accounted for as operating leases. Rental income is recognized as earned over the life of the lease agreements on a straight-line basis. Some of the leases include provisions under which the Properties are reimbursed for common area maintenance and other operating costs, real estate taxes, and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates. At December 31, 2007, CHS occupied a majority of the gross rentable area, which was generally leased through inter-agency ("I/A") occupancy agreements. Rental income reported in the financial statements from these inter-agency occupancy agreements was approximately $6.2 million at December 31, 2007. No cash lease payments were exchanged related to the CHS I/A occupancy agreements, rather, billings were posted to inter-agency accounts with the respective CHS department or division.


Future minimum lease payments due under the non-cancelable operating leases with third party tenants (excluding the CHS occupants who were leasing under inter-agency short term agreements) at December 31, 2007 were as follows (in thousands):

                          2008                  $ 2,101
                          2009                    1,723
                          2010                      881
                          2011                      591
                          2012                      402
                          2013 and thereafter     2,655

                                                $ 8,353

(5) Certain Direct Operating Expenses

Certain direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Properties. Utilities expense includes electricity, gas, water, and telephone expense. General and administrative expense includes housekeeping, security, landscaping, insurance, supplies, leasing fees, and other general costs associated with operating the properties. Repairs and maintenance expenses are charged to operations as incurred.


Unico Properties Combined Historical Statements of Revenues and Certain Direct Operating Expenses For the Years ended December 31, 2007 and 2006 and the Period from April 6, 2005 to December 31, 2005 and the Nine Months ended September 30, 2008 and 2007(unaudited)


Report of Independent Auditors Board of Directors and Stockholders
Healthcare Realty Trust Incorporated
Nashville, Tennessee
We have audited the accompanying Combined Historical Statements of Revenues and Certain Direct Operating Expenses for the years ended December 31, 2007 and 2006 and the period from April 6, 2005 to December 31, 2005 of the six medical office buildings (the "Properties") acquired through the purchase of the controlling limited liability company membership interests in Unico HRT 2005 MOB Venture LLC and Unico HRT 2006 MOB Venture LLC by HR Acquisition I Corporation ("HR"), an affiliate of Healthcare Realty Trust Incorporated, from Unico 2005 MOB Sponsor LLC and Unico 2006 MOB Sponsor LLC (collectively "Unico") pursuant to Purchase and Sale Agreements between HR and Unico, dated September 12, 2008. These financial statements are the responsibility of Unico's management. Our responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Unico's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission as described in Note 2 and are not intended to be a complete presentation of the Properties' revenues and expenses.
In our opinion, the Combined Historical Statements of Revenues and Certain Direct Operating Expenses referred to above present fairly, in all material respects, the revenues and certain direct operating expenses described in Note 2 to the financial statements for the years ended December 31, 2007 and 2006 and the period from April 6, 2005 to December 31, 2005, in conformity with accounting principles generally accepted in the United States of America. /s/BDO Seidman, LLP
Nashville, Tennessee
January 14, 2009


                                Unico Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses
                 For the Years Ended December 31, 2007 and 2006
             and the Period from April 6, 2005 to December 31, 2005
                             (Dollars in thousands)

                                                                  For the                For the              Period From
                                                                Year Ended             Year Ended           Apr. 6, 2005 to
                                                               Dec. 31, 2007          Dec. 31, 2006          Dec. 31, 2005
Revenues:
Rental income                                                  $      7,066           $      6,100           $       3,095
Other rental revenue                                                  1,285                  1,131                     478


Total revenues                                                        8,351                  7,231                   3,573

Certain Direct operating expenses:
Property taxes                                                          368                    390                     201
Utilities                                                               424                    368                     178
General and administrative expenses                                     880                    646                     330
Repairs and maintenance                                                 286                    246                      74


Total certain direct operating expenses                               1,958                  1,650                     783


Revenues in excess of certain direct operating expenses        $      6,393           $      5,581           $       2,790

See accompanying notes to combined financial statements.


                                Unico Properties
Combined Historical Statements of Revenues and Certain Direct Operating Expenses
       For the Nine Months Ended September 30, 2008 and 2007 (unaudited)
                             (Dollars in thousands)

                                                                       For the                 For the
                                                                     Nine Months             Nine Months
                                                                        Ended                   Ended
                                                                    Sept. 30, 2008          Sept. 30, 2007
                                                                     (unaudited)             (unaudited)
Revenues:
Rental income                                                       $       5,994           $       5,086
Other rental revenue                                                        1,299                     938


Total revenues                                                              7,293                   6,024

Certain direct operating expenses:
Property taxes                                                                366                     291
Utilities                                                                     352                     299
General and administrative expenses                                           639                     588
Repairs and maintenance                                                       233                     191


Total certain direct operating expenses                                     1,590                   1,369


Revenues in excess of certain direct operating expenses             $       5,703           $       4,655

See accompanying notes to combined financial statements.


Unico Properties Notes to Combined Historical Statements of Revenues and Certain Direct Operating Expenses

(Dollars in thousands)

(1) Business

The six on-campus medical office buildings and related debt (the "Properties") acquired through the purchase of the membership interest of Unico 2005 MOB Sponsor LLC and Unico 2006 MOB Sponsor LLC (collectively "Unico") are located in Washington and Oregon. In connection with the acquisitions, the Company entered into an agreement to sell one of the six buildings in the first quarter of 2009 for approximately $5.4 million, plus the assumption of debt (approximately $5.5 million at December 31, 2008). The remaining five buildings were 100% occupied with lease terms ranging from 2013 through 2028 as of December 31, 2007. These financial statements include revenues and certain direct operating expenses of all six properties.

(2) Basis of Presentation

The accompanying Combined Historical Statements of Revenues and Certain Direct Operating Expenses have been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and are not intended to be a complete presentation of the Properties' revenues and expenses. The financial statements have been prepared on the accrual basis of accounting and require management to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

(3) Unaudited Interim Information

In the opinion of Unico's management, all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation (in accordance with Basis of Presentation as described in Note 2) have been made to the accompanying unaudited amounts for the nine months ended September 30, 2008 and 2007.

(4) Revenues

The Properties contain medical office space occupied under various lease agreements with tenants. All leases are accounted for as operating leases. Rental income is recognized as earned over the life of the lease agreements on a straight-line basis. Some of the leases include provisions under which the Properties are reimbursed for common area maintenance and other operating costs, real estate taxes, and insurance. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.

Future minimum lease payments due under the non-cancelable operating leases at December 31, 2007 are shown in the table below (in thousands). The table excludes future minimum lease payments related to the one building that the Company expects to sell in the first quarter of 2009.

                          2008                  $  6,168
                          2009                     6,315
                          2010                     6,472
                          2011                     6,627
                          2012                     6,815
                          2013 and thereafter     44,138

                                                $ 76,535


(5) Certain Direct Operating Expenses

Certain direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Properties. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, and professional fees are excluded from the financial statements.

(6) Operating Leases

As of December 31, 2007, the Properties had long term obligations under operating agreements consisting of ground leases related to three real estate investments with expiration dates through 2101. Rental expense relating to the operating leases for the years ended December 31, 2007 and 2006 and the period ended December 31, 2005 was $149,000, $139,000, and $36,000, respectively. Future minimum lease payments for operating leases as of December 31, 2007 are as follows (in thousands):

                          2008                  $   153
                          2009                      153
                          2010                      153
                          2011                      153
                          2012                      153
                          2013 and thereafter     8,406

                                                $ 9,171

(7) Related Party Transactions

The Properties were owned by joint ventures between the Company and Unico. During the years ended December 31, 2007 and 2006 and the period ended December 31, 2005, the Properties paid $119,000, $67,000 and $17,000, respectively, to Unico for accounting fees and leasing commissions.


(b) Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Consolidated Financial Statements . . .

  Add HR to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for HR - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.